SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PTR HOLDINGS INC

(Last)

(First)

(Middle)

9 COLUMBUS CENTER, PELICAN DRIVE

(Street)

ROAD TOWN, TORTOLA

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UTi WORLDWIDE INC [ UTIW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, no par value	12/12/2005		S⁽¹⁾		579,121	D	$93.59	192,155	D
Ordinary Shares, no par value	12/12/2005		S		192,155	D	$92	0	D
Ordinary Shares, no par value								1,813,225	I	By Union-Transport Holdings Inc.⁽²⁾
Ordinary Shares, no par value								3,244,188	I	By United Service Technologies Limited⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. PTR Holdings Inc. ("PTR") is the sole holder of the voting securities of United Service Technologies Limited ("Uniserv"). As previously reported in a Form 4 filed jointly by Uniserv and PTR (the "Prior Filing"), on December 12, 2005 Uniserv irrevocably and unconditionally exercised its early unwind option (the "Early Unwind") under two separate "zero cost collar" arrangements with two dealers (the "Collar Confirmations"). As a result of the Early Unwind, one dealer is required to deliver $54,200,000 to PTR in exchange for the shares listed in this line in connection with the termination of a securities loan agreement between PTR and the dealer, which securities loan agreement was originally entered into in connection with the Collar Confirmations.

2. PTR owns 56% of the voting equity securities of Union-Transport Holdings Inc. and disclaims beneficial ownership of the 1,813,225 Ordinary Shares. This report shall not be deemed an admission that PTR is the beneficial owner of such Ordinary Shares for purposes of Section 16 or any other purpose.

3. As disclosed in the Prior Filing, the exercise of the Early Unwind results in the termination of the Collar Confirmations originally entered into by Uniserv, and accordingly, they are omitted from this filing.

Remarks:

	/s/ Ian Whitecourt, Director, for and on behalf of PTR Holdings Inc.	12/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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